Registration Expenses Clause Example with 118 Variations from Business Contracts
This page contains Registration Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company's counsel and independent registered public accountants) (A) with respect to fili...ngs made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.View More
Variations of a "Registration Expenses" Clause from Business Contracts
Registration Expenses. (a) All fees and expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, Agreement, including, without limitation, (i) all registration registration, qualification and filing fees (including, without limitation, fees, listing fees, fees and expenses of the ...Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, stock exchange rules and filings, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone all independent certified public accountants, underwriters (excluding underwriting discounts and delivery expenses, (iv) fees commissions) and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated (all such expenses being herein called "Registration Expenses"), shall be borne by this Agreement. In addition, the Company as provided in this Agreement and, for the avoidance of doubt, the Company also shall be responsible for pay all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Each Person that sells securities pursuant to a Demand Registration, a Takedown Demand, Piggyback Registration or a Piggyback Shelf Takedown hereunder shall bear and pay all underwriting discounts and commissions and transfer taxes applicable to the securities sold for such Person's account. (b) The Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable and documented fees and expenses incurred disbursements of one counsel (and only one counsel) chosen by the Applicable Approving Party and one local counsel (if necessary) for each applicable jurisdiction and chosen by the applicable holder of Registrable Securities, in each case, for the purpose of rendering a legal opinion on behalf of such holders in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker underwritten Demand Registration, Takedown Offering, Piggyback Registration or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. Piggyback Shelf Takedown. View More
Registration Expenses. (a) All fees and expenses incident to the Partnership's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, Agreement, including without limitation, (i) limitation all registration and filing fees (including, without limitation, fees, fees and expenses of the Company's counsel and indepe...ndent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities Partnership and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone all independent certified public accountants, underwriters (excluding discounts and delivery expenses, (iv) fees commissions) and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with Partnership, and all expenses relating to marketing the consummation sale of the transactions contemplated by this Agreement. In addition, the Company Registrable Securities, including expenses related to conducting a "road show" (all such expenses being herein referred to as, "Registration Expenses"), shall be responsible for all of borne as provided in this Agreement, except that the Partnership shall, in any event, pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Partnership are then listed or on the NASD automated quotation system. 11 (b) In connection with each Demand Registration and each Piggyback Registration, the Partnership shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and expenses incurred in connection with disbursements of one counsel chosen by the listing holders of a majority of the Registrable Securities (such counsel to be approved by Thoma Bravo) included in such registration and for the reasonable fees and disbursements of each additional counsel retained by any holder of Registrable Securities for the purpose of rendering a legal opinion on behalf of such holder in connection with any underwritten Demand Registration or Piggyback Registration. (c) To the extent Registration Expenses are not required to be paid by the Partnership, each holder of securities exchange as required hereunder. In no event included in any registration hereunder shall the Company be responsible for any broker or similar commissions of any Holder or, except pay those Registration Expenses allocable to the extent provided for registration of such holder's securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the Transaction Documents, any legal fees or other costs aggregate selling price of the Holders. securities to be so registered. View More
Registration Expenses. (a) The Company's Obligation. All fees and expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all registration, qualification and filing fees, fees and expenses of...the Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone all independent certified public accountants, underwriters (excluding underwriting discounts and delivery expenses, (iv) fees commissions) and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with Company) (all such expenses being herein called "Registration Expenses"), shall be borne by the consummation Company, and, for the avoidance of the transactions contemplated by this Agreement. In addition, doubt, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and expenses incurred pay all underwriting discounts and commissions and transfer taxes applicable to the securities sold for such Person's account. (b) Counsel Fees and Disbursements. Subject to a cap of $50,000 in the aggregate (the "Expense Cap"), in connection with each Demand Registration, each Piggyback Registration that is an underwritten offering in which Thriving Paws and/or HH-Halo participate, the listing Company shall reimburse each of Thriving Paws and/or HH-Halo (as applicable) participating in such registration for the reasonable fees and disbursements of one separate counsel and one separate local counsel (if necessary) chosen by Thriving Paws and HH-Halo (as applicable). In connection with each registration in which neither Thriving Paws nor HH-Halo participates, the Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel and one local counsel (if necessary) chosen by the holders of a majority of the Registrable Securities included in such registration for the purpose of rendering a legal opinion on behalf of such holders in connection with any underwritten Demand Registration or Piggyback Registration. (c) Security Holders. To the extent Registration Expenses are not required to be paid by the Company, each holder of securities exchange as required hereunder. In no event included in any registration hereunder shall the Company be responsible for any broker or similar commissions of any Holder or, except pay those Registration Expenses allocable to the extent provided for registration of such holder's securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the Transaction Documents, any legal fees or other costs aggregate selling price of the Holders. securities to be so registered. View More
Registration Expenses. 6.1 All fees and expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant (whether with respect to a Demand Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, or Piggyback Registration), including, without limitation, (i) all registration and filing fees, fees (including, without limitation, of any transfer agent... and registrar, fees and expenses of the Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, fees and disbursements of counsel for the Company and its independent certified public accountants, fees and expenses of underwriters (excluding discounts and commissions attributable to the Registrable Securities included in such registration), the Company's internal expenses and the expenses and fees for listing the securities to be registered on each securities exchange or quotation system on which similar securities issued by the Company are then listed or quoted (all such expenses being herein called "Registration Expenses"), shall be borne by the Company. 6.2 In connection with Blue Sky qualifications or exemptions each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities included in such registration for the reasonable fees and disbursements of printing prospectuses if the printing of prospectuses is reasonably requested one counsel (not to exceed $20,000 for each such registration) chosen by the Holders holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. registration. View More
Registration Expenses. (a) The Company's Obligation. All fees and expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, all registration, qualification and filing fees, fees and expenses of...the Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone all independent certified public accountants, underwriters (excluding underwriting discounts and delivery expenses, (iv) fees commissions) and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with Company) (all such expenses being herein called "Registration Expenses"), shall be borne by the consummation Company, and, for the avoidance of the transactions contemplated by this Agreement. In addition, doubt, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and expenses incurred pay all underwriting discounts and commissions and transfer taxes applicable to the securities sold for such Person's account. (b) Counsel Fees and Disbursements. Subject to a cap of $50,000 in the aggregate (the "Expense Cap"), in connection with each Demand Registration, each Piggyback Registration that is an underwritten offering in which Brown and/or Word participate, the listing Company shall reimburse each of Brown and/or Word (as applicable) participating in such registration for the reasonable fees and disbursements of one separate counsel and one separate local counsel (if necessary) chosen by Brown and Word (as applicable). In connection with each registration in which neither Brown nor Word participates, the Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel and one local counsel (if necessary) chosen by the holders of a majority of the Registrable Securities included in such registration for the purpose of rendering a legal opinion on behalf of such holders in connection with any underwritten Demand Registration or Piggyback Registration. 16 (c) Security Holders. To the extent Registration Expenses are not required to be paid by the Company, each holder of securities exchange as required hereunder. In no event included in any registration hereunder shall the Company be responsible for any broker or similar commissions of any Holder or, except pay those Registration Expenses allocable to the extent provided for registration of such holder's securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the Transaction Documents, any legal fees or other costs aggregate selling price of the Holders. securities to be so registered. View More
Registration Expenses. (a) All fees and expenses incident to the Company's performance of or compliance with, this Agreement by the Company shall be borne by the Company whether or not with any Registrable Securities are sold Demand Registration pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) this Agreement, including all registration and filing fees (including, without limitation, fees, fees and expenses of the Company's counsel ...and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions and of all independent certified public accountants, underwriters including, if necessary, a "qualified independent underwriter" within the meaning of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority rules of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone Financial Industry Regulatory Authority, Inc. and, and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company or by the holders of Investor Registrable Securities or their Affiliates on behalf of the Company (all such expenses being herein called "Registration Expenses"), shall be borne by the holders of Registrable Securities. In the case of a Piggyback Registration, the foregoing Registration Expenses shall be paid by the Company or another third party in connection accordance with the consummation provisions of the transactions contemplated by this Agreement. In addition, any agreement between the Company and any of its stockholders. In the case of a Demand Registration where a holder of securities not party to this Agreement is entitled to participate pro rata with holders of Registrable Securities in such registration and both (i) does participate with holders of Registrable Securities in such Demand Registration and (ii) as a result of such participation, the amount of Registrable Securities that holders of Registrable Securities are permitted to include in such registration is reduced pursuant to the underwriter cutback provision of Section 1(c), then the proportion of Registration Expenses to be paid by holders of Registrable Securities in such registration shall equal the proportion of Registrable Securities included in such registration by holders of Registrable Securities compared to the number of Registrable Securities requested to be included in such Demand Registration by such holders and the remaining portion of Registration Expenses shall be responsible paid by the Company or another third party in accordance with the provisions of any agreement between the Company and any of its stockholders. Holders of Registrable Securities shall not bear any Registration Expenses incurred solely as a result of a holder of securities not party to this Agreement participating in any Demand Registration (including, for all the avoidance of doubt, any Securities and Exchange Commission filing fees related to including such other securities in a Demand Registration). 8 (b) The Company shall pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person's account. (c) In connection with each Demand Registration and each Piggyback Registration, the fees and expenses incurred in connection with disbursements of any counsel chosen by the listing holders of the Registrable Securities on included in such registration shall be borne by such holders of Registrable Securities. (d) Each holder of securities included in any securities exchange as required hereunder. In no event registration hereunder shall the Company be responsible for any broker or similar commissions of any Holder or, except pay those Registration Expenses allocable hereunder to the extent provided for registration of such holder's securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the Transaction Documents, any legal fees or other costs aggregate selling price of the Holders. each seller's securities to be so registered. View More
Registration Expenses. All fees expenses (excluding underwriting discounts and expenses commissions and brokerage fees) incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, Agreement, including without limitation, (i) limitation all registration and filing fees (including, without limi...tation, fees, fees and expenses of the Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested independent certified public accountants, underwriters and other persons retained by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone Company, and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) reasonable fees and expenses of all other Persons retained one counsel for the Holders in connection with any Demand Registration or Piggyback Registration (all such expenses being herein called "Registration Expenses"), shall be borne by the Company. To the extent that Registration Expenses are not required to be paid by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, underwriting discounts and commissions and brokerage fees), each holder of securities included in any registration hereunder shall pay all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except Registration Expenses specifically allocable to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. such holder's included securities. View More
Registration Expenses. (a) All fees and expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, Agreement, including without limitation, (i) limitation all registration and filing fees (including, without limitation, fees, fees and expenses of the Company's counsel and independen...t registered public accountants) (A) associated with respect to filings made with the Commission, (B) with respect to filings required to be made with FINRA (including, if applicable, the fees and expenses of any Trading Market on which "qualified independent underwriter" and its counsel as may be required by the Common Stock is then listed for trading, rules and (C) in regulations of FINRA), fees and expenses of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, messenger and delivery expenses and fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone all independent certified public accountants, underwriters (excluding discounts and delivery expenses, (iv) fees commissions) and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company (all such expenses being herein called "Registration Expenses"), will be borne as provided in connection with the consummation of the transactions contemplated by this Agreement. In addition, Agreement, except that the Company shall be responsible for all of will, in any event, pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees and expenses incurred in for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. (b) In connection with the listing IPO, each Demand Registration and each Piggyback Registration, the Company will reimburse the Onex Shareholders and the holders of Registrable Securities covered by such registration for the reasonable fees and disbursements of one counsel chosen by the Majority Onex Shareholders and one counsel chosen by the holders of a majority of the Registrable Securities on (other than the Onex Shareholders) included in such registration (collectively, "Participant Counsel"). (c) To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except registration hereunder will pay those Registration Expenses allocable to the extent provided for registration of such holder's securities so included, and any Registration Expenses not so allocable will be borne by all sellers of securities included in such registration in proportion to the Transaction Documents, any legal fees or other costs aggregate selling price of the Holders. securities to be so registered. View More
Registration Expenses. All fees and expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, Agreement, including without limitation, (i) limitation all registration and filing fees (including, without limitation, fees, fees and expenses of the Company's counsel and independent re...gistered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone all independent certified public accountants, underwriters (excluding discounts, commissions and delivery expenses, (iv) fees placement agent fees) and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with (all such expenses being herein called "Registration Expenses"), shall be borne by the consummation of the transactions contemplated by this Agreement. In addition, Company. Further, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees and expenses incurred in connection with for listing the listing of the Registrable Securities securities to be registered on any each securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. are then listed. View More
Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement incurred by the Company and the Stockholders in connection with any registration pursuant to this Agreement, including (i) all registration and filing fees (including fees and expenses (A) with respect to filings required to be made with the SEC, all applicable securities exchanges and/or FINRA and (B) of compliance with securities or blue sky laws, including any fees and disbursements of counsel for the unde...rwriters in connection with blue sky qualifications of the Registrable Securities pursuant to Section 4(g)), (ii) printing expenses (including expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriter(s), if any, of an Underwritten Offering, or by WildStar), (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company and one counsel for the selling Stockholders in an amount not to exceed $100,000 for the first offering hereunder and $75,000 for any subsequent offering, (v) expenses of the Company incurred in connection with any "road show," including travels, meals and lodging (vi) fees and disbursements of all independent registered public accounting firms referred to in Section 4(m) hereof (including the expenses of any "cold comfort" letters required by this Agreement) and any other persons, including special experts retained by the Company, (vii) all expenses in connection with the preparation, printing and filing of any registration statement, any preliminary prospectus, final prospectus or free writing prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to the underwriters and dealers, (viii) all expenses associated with any listing of the Registrable Securities, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, and (x) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock Statement is then listed for trading, and (C) in compliance with applicable state securities filed or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery becomes effective (all such expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. "Registration Expenses"). In addition, the Company shall be responsible for all of pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company be responsible for any broker or similar commissions are then listed and rating agency fees and the fees and expenses of any Holder Person, including special experts, retained by the Company. The Company shall not be required to pay the Selling Expenses or, except in respect of any Underwritten Offering, any fees or expenses for which the underwriter(s) are responsible. 15 8. Rule 144. With a view to making available to the extent provided Stockholders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company will: (a) for so long as it is subject to the periodic reporting obligations of the Exchange Act, make and keep public information available, as those terms are understood and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of this Agreement; (b) for so long as it is subject to the periodic reporting obligations of the Exchange Act, file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and (c) furnish to the Stockholders forthwith upon request: (i) in the Transaction Documents, any legal fees event the Company is no longer subject to the reporting requirements of Section 13 or other costs 15(d) of the Holders. Exchange Act, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Exchange Act; (ii) in the event the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a copy of the most recent annual or quarterly report of the Company; and (iii) such other reports and documents as the Stockholders may reasonably request in availing themselves of any rule or regulation of the SEC allowing them to sell any such securities without registration; provided, however, that the Company shall be deemed to have furnished any such document if it shall have timely made such document available on the SEC's Electronic Data Gathering, Analysis and Retrieval System, or a successor system. View More
